UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 1-4436 CUSIP NUMBER: 858603103000
(Check one):(X)Form 10-K ( )Form 20-F ( )Form 11-K ( )Form 10-Q
( )Form 10-D ( )Form N-SAR ( )Form N-CSR
December 31, 2004
For Period Ended:_____________________________
( ) Transition Report on Form 10-K
( ) Transition Report on Form 20-F
( ) Transition Report on Form 11-K
( ) Transition Report on Form 10-Q
( ) Transition Report on From N-SAR
For the Transition Period Ended:______________
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the
notification relates:_______________________________________
PART I - REGISTRANT INFORMATION
THE STEPHAN CO.
____________________________________________________________
Full Name of Registrant
____________________________________________________________
Former Name if Applicable
1850 WEST McNAB ROAD
____________________________________________________________
Address of Principal Executive Office(Street and Number)
FORT LAUDERDALE, FLORIDA 33309
____________________________________________________________
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks
relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part
| III of this form could not be eliminated without
| unreasonable effort or expense;
|
| (b) The subject annual report, semi-annual report,
(x) | transition report on Form 10-K, Form 20-F, Form 11-K,
| Form N-SAR, or Form N-CSR or portion thereof, will be
| filed on or before the fifteenth calendar day following
| the prescribed due date; or the subject quarterly report of
| transition and report on Form 10-Q, or subject distribution
| report on Form 10-D, or portion thereof will be filed on or
| before the fifth calendar day following the prescribed due
| date; and
|
| (c) The accountant's statement or other exhibit
| required by Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition
report or portion thereof, could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed)
As indicated in a previously issued press release, the
Registrant is working closely with its auditors to fully
respond to the Securities and Exchange Commission's ("SEC")
remaining comments with respect to the valuation of certain
long-term inventory. This matter needs to be resolved with
the SEC prior to the Company's finalization and issuance of
its financial statements and our auditors issuing their
opinion thereon. At this time, the Registrant is unable to
determine when the SEC will complete its review of this
matter.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification.
David Spiegel (954) 971-0600
____________________________ ___________ ________________
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports) been filed? If
answer is no, identify report(s).
(X)Yes ( )No
____________________________________________________________
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to
be included in the subject report or portion thereof?
(X)Yes ( )No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot
be made.
============================================================
THE STEPHAN CO.
__________________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by
the undersigned hereunto duly authorized.
March 31, 2005 /s/ David Spiegel
Date__________________ By_______________________________
PART IV, Item (3) Additional Information:
As disclosed in the Registrant's Form 10-Q for the
quarter-ended September 30, 2004, the Registrant could be
required to recognize an impairment of all or a portion of a
particular reporting unit's goodwill or other intangible
assets upon completion of the annual test for impairment.